<PAGE>
[WM1] UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 3, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ____________________ .
Commission File Number 1-8700
M E A S U R E X C O R P O R A T I O N
(Exact name of Registrant as specified in its charter)
DELAWARE 94-1658697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
--------------
NOT APPLICABLE
(Former name, former address & former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock outstanding at March 3, 1996: 15,897,080
(1) Excludes common stock held in treasury.
This document contains 12 pages, with the Exhibit Index located on pages 10
to 11.
1
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
---------------------
March 3, March 5,
1996 1995
- -----------------------------------------------------------------------
<S> <C> <C>
Revenues:
Systems $61,156 $46,802
Service and other 29,764 26,633
------- -------
Total revenues 90,920 73,435
------- -------
Operating costs and expenses:
Systems 36,166 30,079
Service and other 18,530 17,165
Product development 5,390 4,770
Selling and administrative 19,874 17,240
------ ------
Total operating costs and expenses 79,960 69,254
------ ------
Earnings from operations 10,960 4,181
Other income (expense):
Interest expense (578) (787)
Interest income and other, net 1,544 1,801
------- -------
Total other income, net 966 1,014
------- -------
Income before income taxes 11,926 5,195
Provision for income taxes 4,055 1,714
------- -------
Net income $ 7,871 $ 3,481
======= =======
Net income per share $ .48 $ .20
======= =======
Dividends per share $ .11 $ .11
======= =======
Average number of common and common
equivalent shares (in thousands) 16,390 17,331
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
March 3, December 3,
1996 1995
- -----------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 28,415 $ 62,924
Short-term investments 678 1,138
Accounts receivable 90,948 76,702
Inventories 43,097 33,349
Prepaid expenses and other 18,536 13,574
-------- --------
Total current assets 181,674 187,687
-------- --------
Contracts receivable 16,370 16,208
Service parts, net 14,205 13,773
Property, plant and equipment, net 50,734 49,752
Other assets 43,108 19,285
-------- --------
Total assets $306,091 $286,705
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,904 $ 4,458
Accounts payable 8,625 8,004
Accrued expenses 82,542 77,326
Income taxes payable 7,110 8,590
-------- --------
Total current liabilities 103,181 98,378
-------- --------
Long-term debt 18,948 15,348
Deferred income taxes 8,261 6,934
-------- --------
Total liabilities 130,390 120,660
-------- --------
Shareholders' equity 175,701 166,045
-------- --------
Total liabilities and shareholders'
equity $306,091 $286,705
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
-------------------
March 3, March 5,
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used by operating activities $ (6,334) $ (6,267)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of available-for-sale securities - 11,254
Maturities of held-to-maturity securities 460 7,020
Acquisition of property, plant and equipment (2,257) (1,460)
Acquisition of Subsidiary, net of cash acquired (24,769) -
Acquisition of technology - (3,380)
Capitalized software (733) (424)
-------- --------
Net cash (used) provided by investing activities (27,299) 13,010
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt 28,014 13,017
Payment of long-term debt (30,351) (2,111)
Dividends (1,733) (1,777)
Stock issued under employee stock purchase and stock
option plans 3,889 3,847
Payment for treasury stock - (43,578)
-------- --------
Net cash used in financing activities (181) (30,602)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents (695) (57)
-------- --------
Net decrease in cash and cash equivalents (34,509) (23,916)
Cash and cash equivalents at beginning of period 62,924 82,254
-------- --------
Cash and cash equivalents at end of period $ 28,415 $ 58,338
======== ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets $ - $ 700
Payable related to acquisition of subsidiary $ 5,674 $ -
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
4
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(March 3, 1996 - Unaudited)
----------------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated condensed financial statements have been prepared
in accordance with SEC requirements for interim financial statements. They,
therefore, do not include all the disclosures which are presented in the
Measurex Corporation ("the Company") Annual Report on Form 10-K. It is
suggested that the financial statements be read in conjunction with the
Consolidated Financial Statements and notes thereto included in the Company's
Annual Report on Form 10-K.
The information furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair statement of financial position, results of operations and cash flows
for the interim period. The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. The results of operations for the
periods presented are not necessarily indicative of results to be expected for
the full year.
Consolidation
The consolidated condensed financial statements include the accounts of all
subsidiaries after elimination of intercompany balances and transactions.
Net Income per Share
Net income per share is computed based on the weighted average number of common
shares outstanding during the period adjusted to reflect the assumed exercise of
outstanding stock options to the extent these had a dilutive effect on the
computation.
Fiscal Year
The Company uses a 52-53 week fiscal year. Fiscal 1996 is a 52 week year and
fiscal 1995 is a 53 week year. The extra week in 1995 is accounted for in the
first quarter.
5
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(March 3, 1996 - Unaudited)
-----------------------------------------------------------------
<TABLE>
<CAPTION>
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
(in thousands)
March 3, December 3,
1996 1995
-------- ----------
<S> <C> <C>
Accounts receivable $85,806 $ 72,588
Contracts receivable, current portion 8,531 7,332
Less:
Allowance for noncollection and system returns (3,389) (3,218)
------- ---------
$90,948 $ 76,702
======= =========
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOTE 3. INVENTORIES
Inventories consist of the following:
(in thousands)
March 3, December 3,
1996 1995
-------- ----------
<S> <C> <C>
Purchased parts and components $19,630 $ 14,579
Work-in-process 18,157 12,843
Finished subassemblies and systems 5,310 5,927
------- ---------
$43,097 $ 33,349
======= =========
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOTE 4. OTHER ASSETS
Other assets, net of amortization, consist of the following:
(in thousands)
March 3, December 3,
1996 1995
-------- ----------
<S> <C> <C>
Goodwill $33,519 $ 9,828
Capitalized software 5,041 4,681
Other 4,548 4,776
------- ---------
$43,108 $ 19,285
======= =========
</TABLE>
The increase in goodwill is attributable to the acquisition of Data Measurement
Corporation (DMC).
- -------------------------------------------------------------------------------
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims that arise in the normal
course of its business. In the opinion of management, these proceedings will
not have a material adverse effect on the financial position and results of
operations of the Company.
- -------------------------------------------------------------------------------
6
<PAGE>
MEASUREX CORPORATION
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -----------------------------------------------------------------------
OF OPERATIONS
- -------------
RESULTS OF OPERATIONS
- ---------------------
The following discussion and analysis contain forward looking statements,
which are subject to the risk factors set forth at the end of this item.
On January 10, 1996, the Company acquired Data Measurement Corporation (DMC).
The first quarter results of 1996 include the operations of DMC for the period
from January 10th to March 3rd.
System orders in the first quarter of 1996 were $60 million, which represented
a 20% increase from the $50 million booked in the first quarter of 1995. This
was the highest first quarter order total in the Company's history. Orders for
the Industrial Systems Division, including $8 million for DMC, were $18
million, which represented a 157% increase from $7 million in the first quarter
of 1995. Orders for the Paper Industry were $42 million compared with $43
million in the first quarter of 1995.
The industry and geographic breakdown of orders is as follows:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
(amounts in millions)
--------------------------
March 3, March 5,
1996 1995
---------- ------------
<S> <C> <C>
United States $18.0 $25.0
Europe 22.0 15.0
Rest of World 20.0 10.0
----- -----
Total $60.0 $50.0
----- -----
Paper Systems $42.0 $43.0
Industrial Systems 18.0 7.0
----- -----
Total $60.0 $50.0
----- -----
</TABLE>
System backlog at the end of the first quarter of 1996 was $160 million, up from
$97 million at the end of the first quarter of 1995 and $143 million at the end
of the fourth quarter 1995. In excess of 90% of the $160 million backlog is
scheduled to be shipped during the next 12 months. The ending backlog includes
$24 million relating to DMC.
System revenue was $61.2 million in the first quarter of 1996, a 31% increase
from $46.8 million in the first quarter of 1995. DMC added $3.7 million and the
rest of the increase resulted from higher shipment levels as the Company
increased production in response to the higher order levels in the last nine
months of 1995.
Service and other revenue was $29.8 million in the first quarter of 1996, an
increase of 12% from $26.6 million in the first quarter of 1995. Growth in the
installed base of systems, additional process optimization services and spares
sales associated with DMC accounted for the increase.
System margins for the first quarter of 1996 were 41% compared to 36% in the
first quarter of 1995. This improvement resulted from better utilization of
existing capacity and fixed overhead, and improved pricing. System margin
excluding DMC improved to 43%. The impact of acquisition adjustment related to
DMC and the margins in this division products reduced the overall company margin
to 41%.
Service and other margins for the first quarter of 1996 were 38% compared to 36%
in the first quarter of 1995. The improvement in service margins reflects
better utilization of field service resources as the installed base increases
and a wider range of services and spares are sold to customers.
Product development costs were $5.4 million in the first quarter of 1996,
slightly up from $4.8 million in the first quarter of 1995.
Selling and administrative expense increased $2.6 million from $17.2 million in
the first quarter of 1995 to $19.9 million for the same period in 1996.
Approximately half of the increase was due to DMC's expenses and the other half
to the increase in sales headcount and commissions.
As a result of these changes, earnings from operations for the first quarter of
1996 increased 162% to $11 million from $4.2 million in the first quarter of
1995.
7
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS (CONT)
- ----------------------------
Interest expense of $0.6 million for the first quarter of 1996 decreased over
the first quarter of 1995 level of $0.8 million as a result of lower debt levels
during the first quarter of 1996. Interest income of $1.5 million for the first
quarter of 1996 was $0.3 million lower than the first quarter of 1995. The
decrease over the first quarter of 1995 was due to lower cash balances in the
first quarter of 1996, compared to the same period in 1995.
The effective tax rate was 34% in the first quarter of 1996, up from 33% in the
first quarter of 1995. The rate was increased in the second quarter of 1995 to
reflect changes in the geographic mix of earnings.
Net income for the first quarter of 1996 was $7.9 million, a $4.4 million
increase from $3.5 million in the first quarter of 1995. Earnings per share for
the quarter were $0.48 per share compared to $0.20 per share in 1995.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The following discussion of liquidity and capital resources relates to the
consolidated statements of cash flows. Analysis of changes to receivables,
inventories, property, plant and equipment, other assets and liabilities is
before consolidation of DMC's net assets.
In the three months ended March 3, 1996, the Company used $6.3 million of cash
in operating activities, a similar usage to the three months ended March 5,
1995. In the first quarter of 1996, $12.2 million was generated by net income
after adjustments for non-cash items. This cash inflow was offset by increases
in working capital of $18.5 million, including a decrease of $10.7 million in
liabilities mainly due to year-end profit sharing and bonus payments and an
increase of $6.5 million in accounts and contracts receivable as a result of
higher revenue and shipments occurring late in the quarter.
Cash used in investing activities was $27.3 million for the first quarter of
1996 compared to $13.0 million received from investing activities in the first
quarter of 1995. On January 10, 1996, the Company acquired DMC for $31.3
million. The Company acquired all of the outstanding stock and other securities
of DMC, with common stockholders receiving $18.625 per share. As of March 3,
1996 the Company has paid out $25.9 million and has a payable of $5.7 million,
which the Company expects to pay in the second quarter. During the first three
months of the fiscal year, $2.3 million was spent on acquiring property, plant,
and equipment. No major facility expansions are planned for fiscal year 1996.
Cash used in financing activities was $0.2 million for the first quarter of
1996 compared to $30.6 million in the first quarter of 1995.
As a result of the above activities, and excluding exchange rate fluctuations,
the Company's cash and cash equivalents decreased $34.5 million compared to
year-end 1995.
The Company's current ratio was approximately 1.8 at the end of the first
quarter of 1996 compared to 1.9 at fiscal year-end 1995. The debt to
capitalization ratio was 12% as of March 3, 1996, compared to 11% at fiscal
year-end 1995.
The Company believes that its existing cash balances and lines of credit will
provide adequate flexibility to fund the Company's operating needs, capital
expenditures and cash dividends through fiscal year 1996.
8
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
- -------------------------------
As of March 3, 1996, the Company's principal source of liquidity included cash,
cash equivalents and short-term investments of $28.4 million and unsecured
revolving bank lines of credit of $83 million of which $13 million was committed
to letters of credit.
RISK FACTORS
- ------------
The Company's future operations are subject to a number of risks and
uncertainties including, but not limited to, the following:
Fluctuations in Quarterly Orders - The Company's quarterly orders have
fluctuated in the past and may fluctuate significantly in the future due to a
number of factors, including the timing of orders from its customers, changes in
pricing by the Company or its competitors, discount levels, new product
introductions by the Company or its competitors, foreign currency exchange
rates, and changes in the economic and political environments of the countries
and industries it serves.
Fluctuations in Financial Results - The Company's quarterly and annual financial
results have fluctuated in the past and may fluctuate significantly in the
future due to a number of factors, including the scheduling of factory
shipments, changes in pricing and discount levels, utilization levels of the
Company's manufacturing facilities and personnel, amount and growth in operating
expenses, changes in applicable tax rates, changes in product mix of system
revenue, amount of spares shipments, changes in interest rates, changes in
foreign currency exchange rates and the ability of the Company to mitigate the
impact of such changes with foreign currency forward contracts.
Cyclicality of the Paper Industry - A substantial portion of the Company's sales
have historically come from the paper industry. While the Company has recently
expanded its presence in the industrial systems component of its business
through its acquisition of Data Measurement Corporation, the paper industry will
continue to account for most of the Company's revenues. This industry has in
the past, and will likely in the future, be subject to substantial cyclicality
and economic downturns. This cyclicality may in turn materially impact the
Company's order rate and results of operations.
Risks Associated with International Operations - A majority of the Company's
revenues are typically generated from sales outside of the United States. The
Company's international orders, revenues and profitability are subject to
inherent risks including timing in obtaining import licenses and letters of
credit, fluctuations in local economies, difficulties in staffing and managing
foreign operations, changes in foreign currency exchange rates, changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
repatriation of earnings, and burdens of complying with a wide variety of
foreign laws.
Risks of Serving other Cyclical Industries - The Company's orders and operating
results are impacted by the capital expenditure cycles in the plastics, rubber,
non-wovens, aluminum and steel industries, all of which are subject to
substantial cyclicality.
Ability to Integrate Acquisitions - A key element of the Company's strategy for
growth is the acquisition of products that can be distributed through its
worldwide sales and service organization. The success of this component of the
Company's strategy is dependent upon the ability of the Company to identify
acquisition candidates that meet its acquisition criteria, acquire the
acquisition target at a fair price, integrate the acquired operations into the
Company and implement its business plan after acquisition. There can be no
assurance that the Company will be successful in achieving these goals in every
instance. For example, the first quarter acquisition of DMC is subject to these
uncertainties.
9
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
__________ ________________________________________________________________
2.1 Copy of the Amended and Restated Agreement and Plan of
Reorganization dated September 16, 1995 among Measurex, Data
Measurement Corporation and Mx Acquisition Company (incorporated
by reference from Exhibit 2.1 on Form 8-K reporting on event
occurring on January 10, 1996).
3.1 Certificate of Incorporation of Registrant (incorporated by
reference from Exhibit 3.1 on page 30 of Report on Form 10-K for
the fiscal year ended November 29, 1987).
3.2 Bylaws of Registrant, restated and amended as of April 19,
1994 (incorporated by reference from Exhibit 3.2 on page 21 of
Report on Form 10-K for the fiscal year ended November 27, 1994).
4.1 Copy of Registrant's Rights Agreement dated as of December 14,
1988, as amended by Amendment No. 1 thereto dated May 30, 1990
(incorporated by reference from Exhibit 4.1 on page 47 of Report
on Form 10-K for the fiscal year ended December 2, 1990).
10.1 Copy of Registrant's Employee's Stock Option Plan (1993)
(incorporated by reference from Form S-8 Registration Statement
No. 33-65762 filed with the SEC on July 8, 1993).
10.2 Copy of Registrant's Management Incentive Plan (incorporated by
reference from Exhibit 10.2 on page 17 of Report on Form 10-K for
fiscal year ended December 3, 1995).
10.3 Copy of Registrant's Employee Stock Purchase Plan, amended and
restated effective December 14, 1993 (incorporated by reference
from Exhibit 10.4 on page 21 of Report on Form 10-K for fiscal
year ended November 27, 1994).
10.4 Copy of Registrant's Affiliation Agreement dated as of May 30,
1990, between Measurex Corporation and Harnischfeger Industries,
Inc. (incorporated by reference from Exhibit 4.1 on Form 8-K
filed with the SEC on June 12, 1990).
10.5 Copy of Registrant's Repurchase Agreement dated December 29, 1994
(which contains certain amendments to the Affiliation Agreement
referred to in Exhibit 10.4) (incorporated by reference from
Exhibit 10.6 on page 21 of Report on Form 10-K for fiscal year
ended November 27, 1994).
10.6 Copy of Registrant's Joint Marketing, Sales and Development
Agreement dated May 30, 1990 between Measurex Corporation and
Beloit Corporation (incorporated by reference from Exhibit 10.1
on Form 8-K filed with the SEC on June 12, 1990).
10.7 Copy of Registrant's Stock Option Agreement (Special Acceleration
Grant) dated as of December 14, 1993 (incorporated by reference
from Exhibit 10.10 on page 45 of Report on Form 10-K for the
fiscal year ended November 25, 1993).
10.8 Copy of Stock Repurchase Agreement and Amendment to Joint
Marketing Sales and Development Agreement dated June 22, 1995
among Measurex, Harnischfeger, HIHC and Beloit Corporation
(incorporated by reference from Exhibit 2.1 on Form 8-K filed
with the SEC on July 6, 1995).
10.9 Copy of Letter Agreement for a special severance benefit program
for key executives dated May 15, 1995 (incorporated by reference
from Exhibit 10.20 on Form 8-K filed with the SEC on October 10,
1995).
10.10 Copy of Credit Agreement dated as of February 10, 1995 among
Measurex Corporation, Bank of America National Trust and Savings
Association, as Agent, and other financial institutions party
hereto (incorporated by reference from Exhibit 10.16 on page 22
of Report on Form 10-K for fiscal year ended November 27, 1994).
10.11 Copy of First Amendment dated June 21, 1995 to Credit Agreement
referred to on Exhibit 10.10 (incorporated by reference from
Exhibit 10.18 on Form 10-Q for period ended June 4, 1995).
10
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
---------------------------------
(a) Exhibits
10.12 Copy of Second Amendment dated October 31, 1995 to
Credit Agreement referred to on Exhibit 10.10
(incorporated by reference from Exhibit 10.12 on Form
10-K for fiscal year ended December 3, 1995).
11.0 Computation of Net Income per share of common
stock of the Registrant.
27.0 Financial Data Schedule
Other exhibits have not been filed because conditions requiring
filing do not exist.
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K dated January 10, 1996 and
an amendment on February 29th, 1996, in which the Company reported
that it had acquired DMC, for $31.3 million and was funded from
the Company working capital reserves.
11
<PAGE>
MEASUREX CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Measurex Corporation
--------------------------------
(Registrant)
Date: April 12, 1996 By: /s/ Robert McAdams, Jr.
--------------------------------
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12
<PAGE>
EXHIBIT 11.0
MEASUREX CORPORATION
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
---------------------------------------------------
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
--------------------
March 3, March 5,
1996 1995
- ---------------------------------------------------------------------------------
<S> <C> <C>
Primary:
Average shares outstanding 15,712 16,818
Net effect of dilutive stock options
based on the treasury stock method
using average market price 678 513
------- -------
Average common and common
equivalent shares outstanding 16,390 17,331
======= =======
Net income $ 7,871 $ 3,481
======= =======
Net income per share $ .48 $ .20
======= =======
Fully diluted: (Note A)
Average shares outstanding 15,712 16,818
Net effect of dilutive stock options
based on the treasury stock method
using quarter-end market price or
average market price when greater
than quarter-end price 681 620
------- -------
Average common and common
equivalent shares outstanding 16,393 18,438
======= =======
Net Income $ 7,871 $ 3,481
======= =======
Net income per share $ .48 $ .20
======= =======
- --------------------------------------------------------------------------------
</TABLE>
Note A: Fully diluted earnings per share have been calculated in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share".
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS AT MARCH 3, 1996. THE CONSOLIDATED
CONDENSED INCOME STATEMENTS, THE CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
AND THE RELATED NOTES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-3-1996
<CASH> 28,415
<SECURITIES> 678
<RECEIVABLES> 90,948
<ALLOWANCES> (3,389)
<INVENTORY> 43,097
<CURRENT-ASSETS> 181,674
<PP&E> 125,469
<DEPRECIATION> (74,735)
<TOTAL-ASSETS> 306,091
<CURRENT-LIABILITIES> 103,181
<BONDS> 0
0
0
<COMMON> 189
<OTHER-SE> 175,512
<TOTAL-LIABILITY-AND-EQUITY> 306,091
<SALES> 90,920
<TOTAL-REVENUES> 90,920
<CGS> 54,696
<TOTAL-COSTS> 79,960
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 966
<INCOME-PRETAX> 11,926
<INCOME-TAX> 4,055
<INCOME-CONTINUING> 7,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,871
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
